HCL Technologies Ltd. (HCLTECH) - Director Report

Company director report

Dear Shareholders

Your Directors have immense pleasure in presenting the Twenty Fourth Annual Reporttogether with the audited financial statements for the year ended March 31 2016 (ninemonths period from July 1 2015 to March 31 2016 hereinafter referred as 'FinancialYear').

1. FINANCIAL RESULTS

Key highlights of the financial results of your Company for the year ended March 312016 are as under:

Particulars

Consolidated

Standalone

Year ended 31st March 2016 (Nine months)

30th June 2015 (Twelve months)

Year ended 31st March 2016 (Nine months)

30th June 2015 (Twelve months)

Total Income

31676.24

37840.68

14402.11

18352.94

Total Expenditure

24707.10

28723.62

8634.50

10654.40

Profit before tax

6969.14

9117.06

5767.61

7698.54

Provision for tax

(1363.89)

(1815.11)

(1033.93)

(1352.59)

Share of profit of associates

56.20

39.90

-

-

Profit for the year

5661.45

7341.85

4733.68

6345.95

Profit attributable to

Owners of the Company

5643.04

7317.07

-

-

Share of profit of minority interest

18.41

24.78

-

-

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

On a standalone basis the Company achieved revenue of Rs 14402.11 crores in the ninemonths' period from July 1 2015 to March 31 2016 and a profit of Rs 4733.68 crores inthe said financial year.

On a consolidated basis the Company achieved revenue of Rs 31676.24 crores in thenine months' period from July 1 2015 to March 31 2016 and a profit of Rs 5661.45 croresin the said financial year.

The state of affairs of the Company is presented as part of Management Discussion andAnalysis Report forming part of this report.

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statements is provided in the Annual Report.

The current financial year of the Company is for a nine months period from July 1 2015to March 31 2016. The figures for the current financial year are therefore not comparablewith those of the previous year.

3. DIVIDEND

During the financial year ended March 31 2016 your Directors had declared and paidthree interim dividends as per the details given below:

Interim dividend paid during the period from July 1 2015 to March 31 2016

Rate of dividend per share (face value of Rs 2 each)

Amount of dividend paid

Dividend Distribution tax paid by the Company (Rs in crores)

Total Outflow

1st Interim Dividend

Rs 5

702.99

139.17

842.16

2nd Interim Dividend

Rs 5

703.16

139.18

842.34

3rd Interim Dividend

Rs 6

845.59

172.14

1017.73

Total

2251.74

450.49

2702.23

The Board of Directors in its meeting held on April 27-28 2016 has declared aninterim dividend of Rs 6 per equity share of face value of Rs 2 each for the year 2016-17.The Directors did not recommend final dividend for the year ended March 31 2016.

4. TRANSFER TO RESERVES

No amount was transferred to the General Reserve Account for the Financial Year.

5. CHANGES IN CAPITAL STRUCTURE

Shares allotted under Employees Stock Option Plans

During the year the Company allotted 4402896 equity shares of

Rs 2 each fully paid-up under its Employees Stock Option Plans.

Issued and Paid-up share capital as on March 31 2016

As on March 31 2016 the issued subscribed and paid-up share capital of the Companywas Rs 2820762628 divided into 1410381314 equity shares of face value of Rs 2 each.

6. DEBENTURES

Your Company has not issued any fresh debentures during the financial year underreview.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report in terms of Regulation 34 (3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached and formsa part of this Report.

8. SUBSIDIARIES/ACQUISITIONS

As on March 31 2016 the Company has 86 subsidiaries and 9 associate companies withinthe meaning of Section 2(6) of the Companies Act 2013 ("Act"). There has beenno material change in the nature of the business of the subsidiaries.

As per the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries (which includesassociate companies and joint ventures) in Form AOC-1 is attached to the financialstatements of the Company.

As per the provisions of Section 136 of the Act the standalone financial statements ofthe Company consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company.The Company would provide the annual accounts of the subsidiaries and the related detailedinformation to the shareholders of the Company on specific request made to it in thisregard by the shareholders.

During the year the Company had incorporated the following step down subsidiaries /associate companies (through Joint Venture): -

Name of Subsidiary Companies

Country of Incorporation

1 HCL Technologies Czech Republic S.R.O.

Czech Republic

2 HCL Muscat Technologies LLC

Oman

3 HCL Joint Venture Holding Inc.

USA

4 CeleritiFinTech Australia Pty. Limited

Australia

5 CeleritiFinTech USA Inc.

USA

6 CeleritiFintech Italy S.R.L.

Italy

7 CeleritiFinTech Germany GmbH

Germany

8 CeleritiFinTech Limited

United Kingdom

Name of Associate Companies

9 CeleritiFinTech Services Limited

United Kingdom

10 CeleritiFinTech Services USA Inc.*

USA

11 CeleritiFinTech Services Australia Pty. Limited*

Australia

12 CeleritiFinTech Services Italy S.R.L.*

Italy

13 CeleritiFinTech Services Germany GmbH*

Germany

14 CeleritiFintech Services India Pvt. Ltd.*

India

*CeleritiFintech Services Limited UK is the holding Company of this Company.

In addition to the above the Company acquired 100% stake in HCL Training and StaffingServices Private Limited (HCLTSS) a company incorporated in India engaged in thebusiness of recruitment of engineers and rendering of training in the field of IT andITES.

HCL Technologies UK Limited a step down subsidiary of the Company in UK acquired 100%stake in Point to Point Limited and Point to Point Products Limited (jointly referred toas P2P) the companies incorporated in UK being a niche provider of complex workplaceengineering services in UK.

HCL Global Processing Services Limited a subsidiary of the Company in India acquired100% stake in Concept2Silicon Systems Private Limited ("C2SiS") a Companyincorporated under the Companies Act 1956 engaged in providing complete solutions forcomplex system on Chip and System designs with best in class engineering capabilities anda cost-efficient business model.

HCL America Inc. a step down subsidiary of the Company in USA acquired the PowerteamLLC a Delaware limited liability company (popularly known as "PowerObjects") aleading North American solutions provider and a partner of Microsoft engaged in thebusiness of developing maintaining licensing consulting servicing etc. related tocustomer relationship management ("CRM") using the Microsoft Dynamics suite ofproducts.

During the year the Company has acquired the IT division of Volvo IT AB ('Volvo IT')a subsidiary of AB Volvo the holding company of the Volvo Group which provides ITservices to the Volvo group as well as non- Volvo group customers.

The Company also acquired certain assets of privately held Trygstad Technical ServicesInc. ("Trygstad") a US based provider of IT consulting services & solutionsto marquee customers in an all cash deal. Trygstad Technical Services Inc. is a nichecompany with deep expertise in the areas of core engineering (including operatingsystems) Internet Of Things (IoT) Embedded Systems and Intelligent Systems.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of ten members of whichone is the Promoter Directorwho is designated as the Chairman and Chief Strategy Officer of the Company. The other 9Directors are Non-Executive Directors of which 7 are Independent Non-Executive Directors.The Board also comprises of two women Directors.

At the Annual General Meeting of the Company held on December 22 2015 Mr. ThomasSieber (DIN - 07311191) was appointed as an Independent Director of the Company in termsof section 149 of Companies Act 2013 to hold office for a period of five years.

The Independent Directors have furnished the certificate of independence stating thatthey meet the criteria of independence as mentioned under Section 149 (6) of the Act andRegulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

As per the provisions of Section 152 (6) of the Act Ms. Roshni Nadar Malhotra (DIN02346621) shall retire by rotation at the ensuing Annual General Meeting and beingeligible has offered herself for reappointment as the Director of the Company.

10. NUMBER OF MEETINGS OF THE BOARD

During the year four meetings of the Board were held. The details of the meetings areprovided in the Corporate Governance Report.

11. FAMILIARIZATION PROGRAMME

The details of familiarization programme have been provided under the CorporateGovernance Report.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Oblgation andDisclosure Requirements) Regulations 2015 a formal Annual Performance evaluation is tobe made by the Board of its own performance and that of the Committees and individualDirectors. Also Schedule IV of the said Act requires performance evaluation ofIndependent Directors by the Board excluding the Director being evaluated.

In view of the above the annual performance evaluation was conducted by the Board onthe basis of framework and criteria approved by the Nomination and Remuneration Committeeof the Company. The process and criteria of evaluation is explained in the CorporateGovernance Report which forms part of this report.

13. AUDITORS

M/s. S.R. Batliboi & Co. LLP Chartered Accountants were appointed as theStatutory Auditors of your Company in the Annual General Meeting held on December 4 2014for a term of five years until the conclusion of the Twenty Seventh AGM of the Company tobe held in the year 2019. As per the provisions of Section 139 of the Act the appointmentof the Statutory Auditors is required to be ratified by Members at every Annual GeneralMeeting. Accordingly the appointment of M/s. S.R. Batliboi & Co. LLP CharteredAccountants as Statutory Auditors of the Company shall be placed for ratification by theMembers in the ensuing Annual General Meeting. In this regard the Company has received acertificate from the Auditors to the effect that their re-appointment if made would bewithin the limits prescribed under Section 141 of the Companies Act 2013 and that theyare not disqualified for such reappointment within the meaning of the said section.

14. AUDITORS' REPORT

There are no qualifications reservations or adverse remarks made by M/s. S.R. Batliboi& Co. LLP Statutory Auditors in their report for the financial year ended March 312016. The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the year under review.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act M/s. Chandrasekaran Associates Practicing CompanySecretaries were appointed as the Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed as Annexure 1 to this Report. The report isself-explanatory and does not call for any further comments. There are no qualificationsreservations or adverse remarks made by the Secretarial Auditor in their report for thefinancial year ended March 31 2016.

16. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act the extract of the AnnualReturn in Form MGT-9 is enclosed as Annexure 2 to this Report.

17. DIRECTORS' APPOINTMENT AND REMUNERATION

In accordance with the provisions of Companies Act 2013 the Nomination andRemuneration Committee shall formulate the criteria for determining the qualificationspositive attributes and independence of Directors in terms of its charter.

In evaluating the suitability of individual Board members the Committee takes intoaccount factors such as Educational and professional background General understanding ofthe Companys business dynamics Standing in the profession Personal andprofessional ethics integrity and values Willingness to devote sufficient time andenergy in carrying out their duties and responsibilities effectively.

The Committee also assesses the independence of Directors at the time of appointment /re-appointment as per the criteria prescribed under the provisions of the Companies Act2013 and rules made thereunder and the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.

The Remuneration Policy for Directors Key Managerial Personnel and other employees areprovided in the Corporate Governance Report forming part of this report.

18. AUDIT COMMITTEE

The Audit Committee comprises of four Independent Directors namely Mr. Amal GanguliMs. Robin Ann Abrams Mr. Subramanian Madhavan and Mr. Keki Mistry. During the year allthe recommendations made by the Audit Committee were accepted by the Board.

19. RISK MANAGEMENT POLICY

The Board of the Company has formed a Risk Management

Committee to inter-alia assist the Board in overseeing the responsibilities with regardto the identification evaluation and mitigation of operational strategic and externalenvironmental risks. In addition the Audit Committee is also empowered to oversee theareas of risks and controls.

The Company has developed and implemented a Risk Management Policy that ensures theappropriate management of risks in line with its internal systems and culture.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal financial control systems are commensurate with its size and thenature of its operations. The controls are adequate for ensuring the orderly and efficientconduct of the business and these controls are working effectively. These controls havebeen designed to provide reasonable assurance with regard to recording and providingreliable financial and operational information adherence to the Company's policiessafe-guarding of assets from unauthorized use and prevention and detection of frauds anderrors.

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

22. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

23. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure 3 in Form AOC-2 and the same forms part of this Report. The Company alsohas in place a Related Party Policy which is available on the website of theCompany.

24. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) committee comprises of three members namelyMr. Shiv Nadar Ms. Roshni Nadar Malhotra and Mr. Subramanian Madhavan. The Committee isinter-alia responsible for formulating and monitoring the CSR Policy of the Company. Abrief outline of the Corporate Social Responsibility (CSR) Policy of the Company and theinitiatives undertaken by the Company on CSR activities during the year are set out inAnnexure 4 of this Report in the form as prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. The Policy is available on the website of the Company.

25. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Act the dividend amounts whichhave remained unpaid or unclaimed for a period of seven years from the date of declarationhave been transferred by the Company to the Investor Education and Protection Fund("IEPF") established by the Central Government pursuant to Section 125 of theAct. The details of unpaid/unclaimed dividend that will be transferred to IEPF insubsequent years are given in the Corporate Governance section of the Annual Report.

26. DEPOSITS

Your Company has not accepted any deposits from public.

27. CORPORATE GOVERNANCE

The Corporate Governance Report in terms of Regulation 34 (3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 along with the StatutoryAuditors certificate is attached and forms part of this Report.

28. BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India ("SEBI") vide the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 has mandated inclusion ofBusiness Responsibility Report ("BRR") as part of the Annual Report for top 500listed companies. However pursuant to these regulations if a listed Company publishesthe Sustainability Report based on internationally accepted reporting framework along witha mapping of the BRR as stated in the said regulations it would be treated as sufficientcompliance of these regulations.

For the financial year 2015-16 as the Company has prepared its sustainability reportbased on the internationally accepted reporting framework and the principles stated underthe above SEBI regulations have been mapped with the Sustainability Report no separateBRR has been prepared by the Company. The mapping and the Sustainability Report areavailable on our website at http://www.hcltech.com/socially-responsible-business.

29. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 the 'Insider Trading Code' to regulate monitor and report trading by insiders andthe 'Code of Practices and Procedures for fair disclosure of Unpublished Price SensitiveInformation' are in force.

30. AWARDS AND RECOGNITIONS

Your Company relentlessly pursues excellence and is delighted to receive phenomenalshare of recognitions and awards this year not only from the media but also fromanalysts governing bodies academic institutions partners and even customers. Some ofthe key accolades received during the year include:

 Won the coveted Indo-German Chamber of Commerce Award for "OutstandingContribution towards the Indo-German Economic Relations 2015". The award was givenfor creating a strong local presence in Germany while strengthening employment creation& competitiveness in the region.

 Recognition as the fastest growing brand for the second consecutive year by theInterbrand world's leading brand consultancy.

 Recognized as one of the most admired corporate brands by The Economic Times(ET) in its study on the Best Corporate Brands 2015.

 Recognition as a Top Employer in the UK for ten consecutive years for itsexceptional employee offerings and outstanding HR practices.

 Continuing its focus on best-in-class people practices HCL has been awarded theSpecial TM Commendation Prize for "Practice of Ideapreneurship" at Asian HumanCapital Awards 2015.

 2015 Governor's NCWorks Award of Distinction as an "OutstandingEmployer" in the state of North Carolina.

 Selected as the winner of the CA Technologies Partner of the Year Awards 2015 inthe category of innovation and sales teaming for its ability to drive global innovationand sales teaming in both infrastructure management and service management.

 Positioned as a Leader in the IDC MarketScape Worldwide Life ScienceManufacturing and Supply Chain ITO Vendor Assessment 2015.

 Everest Group PEAK Matrix 'Service Provider of the Year Award 2016' in twocategories - 'Overall IT Services' and 'Banking Financial Services and Insurance (BFSI)IT'. In both these categories the Company has been recognized as 'Star Performer of theYear'.

Your Company believes in a better tomorrow and based on this strong belief has embarkedon a Sustainability 2020 programme. The Company's continuous focus on improving allaspects of sustainability demonstrates its commitment to a sustainable tomorrow withoutcompromising on the well-being of its employees today. To do this the Company partnerswith multiple stakeholders to form an inclusive working group to create policiesprocesses and other organizational measures. Today the Sustainability Department runs amulti-layered corporate program to drive the sustainability vision.

The ongoing success of the programme depends on a consistent and sustainable visionease and flexibility of implementation and most importantly Employee Engagement. At HCLsustainability actions are a part of everyday operations. It believes that responsibleinvestments in sustainability will generate long term value for all the stakeholders byimproving competitiveness and reducing risk.

Sustainability can be created when we are able to integrate broader societal concernsinto business strategy and performance as part of the Company's business model. Thiscommon sense of ownership can be realized by incorporating the interests of all those withwhom the Company has mutually dependent relationships.

The initiatives taken by the Company on sustainability are given in detail in thesustainability report for the year 2015-16 which is hosted on the website of the Company.

32. ORGANIZATION EFFECTIVENESS

The Company has further consolidated its distinctive practices during the financialyear under review around the theme of design U2.0. Design U2.0 is a journey ofself-discovering and development by which individuals in an organization takeresponsibility for optimizing their future readiness and will deliver on the fourcapability areas of Listen Collaborate Ideate and Create for the individual andorganization both. Your Company is anchoring its employee experience proposition aroundDesign U2.0.

Career & Talent Management

The Social HR framework put in place by the Company saw further recognition for SocialCareer Management by Brandon Hall (best advance in social talent management technology andanother for best advance in leadership development) amongst many similar recognitions.

The social career and talent management platform allows employees to recast their rolesas CEO of their own careers. Employees access the Company's career architectureunderstand what it takes to be selected for each opportunity and go through a job basedintegrated curriculum to advance their career aspirations on a social career managementplatform. In this social career management platform employees can refer internalopportunities to other employees and can anonymously vote their career advice to a fellowemployee.

Engagement & Culture

The Company continues to be the place where employees can listen ideate collaborateand create. For the 10th year in a row the Company was awarded the bestemployer in UK by the "Top Employers Institute" for its employee engagement andIdeapreneurship culture. The Company has also won the Asian Human Capital award for thepractice of Ideapreneurship by the Human Capital Leadership Institute in Singapore.

The culture of Ideapreneurship is how the Company provides its employees orideapreneurs with the license to ideate the tools to ideate and the recognition forideating. This helps us as a firm to deliver a relationship beyond the contract with ourcustomers.

Disclosures of particulars as required under Section 134(3)(m) of the Act read with theCompanies (Accounts) Rules 2014 to the extent applicable to your Company are set out inAnnexure 5 to this Report.

34. DIRECTORS' RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with thefinancial accounting and reporting requirements in respect of the financial statements asspecified under clause (c) of subsection 3 of Section 134 of the Act is annexed asAnnexure 6 to this Report.

The details of these plans have been annexed as Annexure 7 to this Report.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Report there have been no material changes andcommitments which can affect the financial position of the Company between the end of thefinancial year and the date of this Report.

37. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) ofThe Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:

Sl.No.

Name of Director

Ratio to median remuneration of employees

Executive Director

1.

Mr. Shiv Nadar*

214.47

Non-Executive Directors

2.

Mr. Amal Ganguli

10.11

3.

Mr. Keki Mistry

8.24

4.

Mr. Ramanathan Srinivasan

14.16

5.

Ms. Robin Ann Abrams

14.57

6.

Ms. Roshni Nadar Malhotra

7.59

7.

Mr. Subramanian Madhavan

9.43

8.

Mr. Sudhindar Krishan Khanna

7.69

9.

Dr. Sosale Shankara Sastry

11.85

10.

Mr. Thomas Sieber**

-

The remuneration of Non-executive Directors also includes sitting fees paid during theyear *The ratio has been calculated after taking into account the remuneration drawn fromthe Company as well the subsidiaries.

**He was appointed as Director during the year. Hence the said information isincomparable and not provided.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

The current financial year of the Company is for a nine months period from July 1 2015to March 31 2016. The figures for the current financial year are therefore not comparablewith those of the previous year.

c. The percentage increase in the median remuneration of employees in the financialyear: 6.8%

d. The number of permanent employees on the rolls of Company: There were 74887permanent employees on the rolls of the Company. In addition the Company has 28504 numberof employees on the rolls of its subsidiaries.

e. The explanation on the relationship between average increase in remuneration andCompany performance:

On an average employees received an annual increase of 8.09% in India. The individualincrements varied from 2.4% to 21.92% based on individual performance.

Employees outside India received average wage increase of 2.5%. The increase inremuneration of employees in India and outside India is in line with the market trends inthe respective countries. Increase in remuneration of employees reflects the individual'sand Company's performance. The Annual

Performance Bonus pay out is also linked to organization performance apart from anindividual's performance.

f. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

(Rs in crores)

Particulars

On the basis of

Standalone

Consolidated

Aggregate remuneration of Key

51.26

55.98

Managerial Personnel (KMP) in FY16

Revenue (FY16)

14402.11

31676.24

Remuneration of KMP as percentage of Revenue

0.36

0.18

Profit before Tax (FY16)

5767.61

6969.14

Remuneration of KMP as percentage of Profit before Tax

0.89

0.80

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars

31st March 2016

30th June 2015

% change

Market Capitalisation (Rs crore)

114819

129312

-11.2%

Price Earnings Ratio

30.54*

35.52

-14.0%

* EPS for FY15-16 has been annualized by multiplying EPS of 9 months ending March2016 with 4/3.

h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

Particulars

31st March 2016

24th December 1999 (IPO)

24th December 1999 (IPO)*

% change*

Market Price (NSE)

814.10

580

72.5

1022.9

Market Price (BSE)

814.15

580

72.5

1023.0

* Adjusted for Stock Split (face value of Rs 4 per share sub-divided into 2shares of face value of Rs 2 each in the year 2000) and adjusted for Bonus issuesin the year 2007 (1:1) and 2015 (1:1).

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was 6%. There is no increase in the managerial remunerationduring the year.

j. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company:

i) On the basis of Standalone accounts

(Rs in crores)

Mr. Shiv Nadar

Mr. Anant Gupta

Mr. Anil Chanana

Mr.Manish Anand

Chairman & Chief Strategy Officer

Chief Executive Officer

Chief Financial Officer

Company Secretary

Remuneration in FY16

9.07

38.19

3.46

0.54

Revenue

14402.11

Remuneration as % of Revenue

0.063

0.265

0.024

0.004

Profit before Tax

5767.61

Remuneration as % of Profit before Tax

0.157

0.662

0.060

0.009

ii) On the basis of Consolidated accounts

(Rs in crores)

Mr. Shiv Nadar

Mr. Anant Gupta

Mr. Anil Chanana

Mr.Manish Anand

Chairman & Chief Strategy Officer

Chief Executive Officer

Chief Financial Officer

Company Secretary

Remuneration in FY16

12.60

38.19

4.66

0.54

Revenue

31676.24

Remuneration as % of Revenue

0.040

0.121

0.015

0.002

Profit before Tax

6969.14

Remuneration as % of Profit before Tax

0.181

0.548

0.067

0.008

k. The key parameters for any variable component of remuneration availed by theDirectors:

The shareholders of the Company in the Annual General Meeting held on December 4 2014had granted their approval for payment of commission not exceeding one percent per annumof the net profits of the Company calculated in accordance with the provisions of the Actto all the Non-executive Directors of the Company for a period of 5 years beginning fromJuly 1 2014.

The said commission is decided each year by the board of Directors and distributedamongst the Non-executive Directors based on their attendance and contribution at theBoard and certain Committee meetings as well as the time spent on operational mattersother than at meetings.

l. The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:

The ratio of remuneration of Mr. Shiv Nadar the highest paid

Director to that of Mr. Anant Gupta President & Chief Executive Officer thehighest paid employee is as under:

a) On Consolidated basis: 0.33:1

b) On Standalone basis: 0.24:1

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of theCompany.

A statement containing the names of the employees employed throughout the financialyear and in receipt of remuneration of Rs 60 lacs or more and employees employed for partof the year and in receipt of Rs 5 lac or more per month pursuant to Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas Annexure 8 to this Report.

39. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concerns andto ensure strict compliance with ethical and legal standards across the Company. Theprovisions of this Policy are in line with the provisions of the Section 177(9) of the Actand SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 and areavailable on the website of the Company athttp://www.hcltech.com/about-us/corporate-governance/ governance-policies. The details ofWhistle Blower Policy forms part of the Corporate Governance Report annexed with thisReport.

The Company has in place a Prevention and Redressal of Sexual Harassment at Work PlacePolicy in line with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company has constituted a committeefor the redressal of all sexual harassment complaints. These matters are also beingreported to the Audit Committee. The details of the Policy and the complaints are givenunder Corporate Governance Report and the Sustainability Report respectively.

41. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of the significant contributionsmade by the employees of the Company and its subsidiaries during the year under review.The Company has achieved impressive growth through the competence hard work solidaritycooperation and support of employees at all levels. Your Directors thank the customersclients vendors and other business associates for their continued support in theCompany's growth. The Directors also wish to thank the Government Authorities FinancialInstitutions and Shareholders for their cooperation and assistance extended to theCompany.